Exhibit 10.2

HoldCo Stock PurchaseAgreement

by and among

Omron Management Center of America, Inc.,

Scientific Technology Incorporated,

Scientific Technologies Incorporated,

the Shareholders,

and

Joseph J. Lazzara, as Shareholders' Representative

April 24, 2006

TABLE OF CONTENTS

 **Page**ARTICLE 1 PURCHASE AND SALE OF COMPANY CAPITAL STOCK 2      Section 1.1.  Purchase and Sale 2      Section 1.2.   Consideration 2      Section 1.3.   Closing 2      Section 1.4.   No Further Ownership Rights in Shares 4      Section 1.5.   Lost, Stolen or Destroyed Certificates 4      Section 1.6.   Taking of Necessary Action; Further Action 4      Section 1.7.   Escrow 4ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF HOLDCO AND THE SHAREHOLDERS 5      Section 2.1.   Organization of HoldCo 5      Section 2.2.   Subsidiaries 5      Section 2.3.   HoldCo Capital Structure 5      Section 2.4.   Authority 6      Section 2.5.   No Conflict 6      Section 2.6.   Consents 7      Section 2.7.   Company Financial Statements 7      Section 2.8.   No Undisclosed Liabilities 7      Section 2.9.   Tax Matters 7      Section 2.10.   Restrictions on Business Activities 9      Section 2.11.   Agreements, Contracts and Commitments 9      Section 2.12.   Litigation 10      Section 2.13.   Books and Records 10      Section 2.14.   Brokers' and Finders' Fees; Third Party Expenses 10      Section 2.15.   Insurance 10      Section 2.16.   Compliance with Laws 10      Section 2.17.   Governmental Authorizations 10      Section 2.18.   Environmental Matters. 11      Section 2.19.   Intellectual Property. 13      Section 2.20.   Title to Properties 17      Section 2.21.   Absence of Certain Changes or Events 17      Section 2.22.   Complete Copies of Materials 17      Section 2.23.   Representations Complete 17ARTICLE 2A FURTHER REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS 18      Section 2A.1.   Ownership of Shares 18      Section 2A.2.   Tax Matters 18      Section 2A.3.   Absence of Claims by the Shareholders 18      Section 2A.4.   Authority 18ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 19      Section 3.1.   Organization, Standing and Power 19      Section 3.2.   Authority 19      Section 3.3.   Capital Resources 19      Section 3.4.   No Conflict 19      Section 3.5.   Consents 19ARTICLE 4 CONDUCT PRIOR TO CLOSING 20      Section 4.1.   Shareholder Conduct 20ARTICLE 5 ADDITIONAL AGREEMENTS 20      Section 5.1.   Confidentiality 20      Section 5.2.   Expenses 20      Section 5.3.   Public Disclosure 21      Section 5.4.   Reasonable Efforts 21      Section 5.5.   Notification of Certain Matters 21      Section 5.6.   Additional Documents and Further Assurances 21      Section 5.7.   HoldCo Cash and Liabilities 22      Section 5.8.   Tax Matters 22ARTICLE 6 CONDITIONS TO CLOSING 22      Section 6.1.   Conditions to Obligations of Each Party to Effect the Acquisition 22      Section 6.2.   Additional Conditions to Obligations of Purchaser 22      Section 6.3.   Additional Conditions to the Obligations of Shareholders 25ARTICLE 7 SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION 26      Section 7.1.   Survival of Representations, Warranties and Certain Indemnification Obligations 26      Section 7.2.   Indemnification 26      Section 7.3.   Special Indemnification. 27      Section 7.4.   Indemnification Procedures. 28      Section 7.5.   Escrow Funds. 30      Section 7.6.   Distribution of Escrow Funds 30      Section 7.7.   Shareholders' Representative 32ARTICLE 8 TERMINATION; WAIVER AND AMENDMENT 33      Section 8.1.   Termination 33      Section 8.2.   Effect of Termination 34      Section 8.3.   Waiver; Amendment 34      Section 8.4.   Profit Capture 35ARTICLE 9 GENERAL PROVISIONS 37      Section 9.1.   Notices 37      Section 9.2.   Interpretation 38      Section 9.3.   Counterparts 38      Section 9.4.   Entire Agreement; Assignment 38      Section 9.5.   Severability 38      Section 9.6.   Other Remedies 39      Section 9.7.   Governing Law 39      Section 9.8.   Rules of Construction 39      Section 9.9.   Additional Shareholders 39**INDEX OF EXHIBITS****Exhibit**Description
Exhibit A 
List of Shareholders of HoldCo
Exhibit B
Form of Escrow Agreement
Exhibit C 
Form of Non-Competition and Non-Solicitation Agreement
Exhibit D 
Form of Shareholder Release**HOLDCO STOCK PURCHASE AGREEMENT

THIS HOLDCO STOCK PURCHASE AGREEMENT (this "Agreement") ismade and entered into as of April 24, 2006 by and among Omron Management Center of America, Inc., a Delaware corporation("Purchaser"), Scientific Technology Incorporated, a California corporation ("HoldCo"),Scientific Technologies Incorporated, an Oregon corporation ("Company"), all of the shareholders of HoldCo listedon Exhibit A hereto (together, the "Shareholders"), which Exhibit A includes the number ofshares each Shareholder owns, and Joseph J. Lazzara, as the Shareholders' Representative.
**RECITALS**
A.	HoldCo owns approximately 86% of the outstanding capital stock of the Company, and certain of theShareholders are executive officers and members of the board of directors of the Company.  The Company is organized into twoproducts groups:  Safety Products Group ("SPG") and Automation Products Group("APG").

B.	The Board of Directors of the Purchaser believes it is in the best interests of the Purchaser and itsshareholders to acquire all of the issued and outstanding capital stock owned by the Shareholders upon the terms and subject to theconditions set forth herein (such transaction, the "Acquisition"), such that upon consummation of the Acquisitionthe Purchaser will own all of the issued and outstanding capital stock of HoldCo.

C.	The Shareholders desire to sell all of the capital stock of HoldCo owned by them to the Purchaser, allupon the terms and subject to the conditions set forth herein.

D.	As an inducement for the Purchaser to consummate the Acquisition, HoldCo, the Company and theShareholders have agreed to make certain representations, warranties, covenants and other agreements in connection with theAcquisition, all as set forth herein. 

E.	A portion of the cash otherwise payable by Purchaser in connection with the purchase and sale of capitalstock of HoldCo will be placed in escrow by Purchaser, the release of which amount will be contingent upon certain events andconditions, all as more fully set forth in Article 7 hereof.

F.	Immediately prior to the Acquisition, the Company will sell and transfer to APG Buyer all of its right, titleand interest in the shares of capital stock of Sub I, Sub II, and Sub III and any other Non-SPG Assets, and APGBuyer shall assume all Assumed Liabilities, pursuant to that certain APG Stock and Asset Purchase Agreement (the "APPurchase Agreement") by and among the Company, HoldCo and APG Buyer dated as of the date hereof (the "APAsset Purchase").  (All defined terms in this Recital F which are not defined herein shall have the meanings ascribed to themin the AP Purchase Agreement.)

G.	Instantaneously following the Acquisition, HoldCo will merge with and into the Company (the"Merger") pursuant to that certain Agreement and Plan of Merger by and among Purchaser, HoldCo and theCompany dated as of the dated hereof (the "Merger Agreement").
**AGREEMENT**
NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, andfor other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree asfollows:
**ARTICLE 1********